20.06.2024
Contents:

1. REPORT

3. INFORMATION ABOUT THE ENTITY

4. SIGNATURE OF PERSONS REPRESENTING THE COMPANY


List of annexes:
Jednolity_tekst_statutu.pdf  (REPORT)
Consolidated_text_of_By-Laws.pdf  (REPORT)

POLISH FINANCIAL SUPERVISION AUTHORITY
REPORT No 37 / 2024
Date of issue:
Short name of the issuer
mBank S.A.
Subject
Registration by the court of amendments to the By-laws of mBank S.A.
Official market - legal basis
Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieżące i okresowe
Contents of the report:
Registration by the court of amendments to the By-laws of mBank S.A. Registration by the court of amendments to the By-laws of mBank S.A. The Management Board of mBank S.A. ("Bank") informs that on June 20, 2024, the Bank received a decision of the District Court for the capital city of Warsaw in Warsaw, 13th Commercial Division of the National Court Register of June 19, 2024, on the basis of which changes to the Bank's By-laws were registered, resulting from Resolution No. 34 adopted by the XXXVII Ordinary General Meeting of mBank S.A. on March 27, 2024. The registration applies to the following changes to the Bank's By-laws: 1.§ 35a is amended to read as follows: „§ 35a 1. The Management Board shall be authorized to increase the share capital of the Bank by the amount not higher than PLN 60,000,000 (in words: sixty million) by way of single or repeated share capital increase within the limits indicated above by way of bearer shares issue (hereinafter the “authorized capital”). 2. The authorization described in point 1 above, shall enter into force on the date on which the amendment to By-laws of the Bank providing for this authorized capital is registered in the register of entrepreneurs of the National Court Register, not earlier however than on 22 July 2024. 3. The authorization described in point 1 above shall expire after the lapse of three years: 1) from 22 July 2024 or 2) from the date on which the amendment to By-laws of the Bank providing for this authorized capital is registered in the register of entrepreneurs of the National Court Register, if the registration of the above amendment of the Bank’s By-laws occurs on the later date than 22 July 2024, depending on which of these events will be the starting date of the period for the above authorization, so that the period for which the authorization is granted is a full three years. 4. The Management Board of the Bank shall be authorized to increase the share capital within the limits of the authorized capital provided the Supervisory Board gives its consent to such capital increase and an appropriate resolution in the form of a notarial deed is adopted by the Management Board. 5. The Management Board of the Bank shall be authorized to set detailed conditions and ways of subscription of shares issued in connection with the share capital increase within the limits of the authorized capital and in case of decision to issue shares within an open or closed subscription, and in particular to: - set the time limit to open and close the share subscription, - set the conditions and ways to subscribe for shares, - allocate shares, including allocation of shares not taken up upon exercising the preemptive right. 6. The resolutions of the Management Board on fixing the issue price of shares issued within the limits of the authorized capital shall require consent of the Supervisory Board of the Bank. 7. The Management Board of the Bank is not authorized to divest a shareholder of the preemptive right (in whole or in part) as regards shares issued within the share capital increase within the limits of the authorized capital. 8. The Management Board of the Bank shall grant shares within the share capital increase exclusively for cash contributions. 9. The Management Board of the Bank shall not grant preference shares or shares carrying personal preferences within the share capital increase within the limits of the authorized capital. 10. Unless provisions of law or this paragraph state otherwise, the Management Board is authorized to decide on all matters connected with the share capital increase within the limits of the authorized capital, and in particular to: 1) concluding issue guarantee agreements or other agreements securing the success of the share issue, 2) take all necessary actual and legal steps to admit shares to trading on the regulated market operated by Giełda Papierów Wartościowych S.A. (Warsaw Stock Exchange), including submitting all necessary applications, documentation or notifications to the Polish Financial Supervision Authority and to perform appropriate acts, submit all necessary applications, documentation or notifications in order to admit shares to trading on the regulated market operated by Giełda Papierów Wartościowych S.A. (Warsaw Stock Exchange). 3) adopt resolutions and take all other necessary actual and legal steps as regards registration of shares, including conclusion of agreements for registration of shares with Krajowy Depozyt Papierów Wartościowych S.A. (Central Securities Depository of Poland).” Attached to this report is a unified text of the By-laws of mBank S.A., including the above-mentioned changes.
Annexes
File Description
Jednolity tekst statutu.pdfJednolity tekst statutu.pdf
Consolidated text of By-Laws.pdfConsolidated text of By-Laws.pdf

INFORMATION ABOUT THE ENTITY    >>>

SIGNATURE OF PERSONS REPRESENTING THE COMPANY
Date Name Position / Function Signature
2024-06-20 Maciej Mołdawa Wicedyrektor ds. nadzoru inwestycyjnego, Departament Compliance

Files to download:

Jednolity-tekst-statutu_202406201991838144.pdf

Consolidated-text-of-By-Laws_202406201991838144.pdf